LS-Sb88928

EXECUTED as an agreement dated…………………………………... By signing this Licence the Licensee acknowledges that he/she has read, understands and accepts the terms of this Software Licence Agreement

1. MEANING OF WORDS

"Intellectual Property Rights" means all intellectual property rights, including but not limited to:

(a)patents, copyright, rights in circuit layouts, registered designs, trade marks and the right to have confidential information kept confidential; and

(b)any application or right to apply for registration of any rights referred to in paragraph (a).

"Licence" means the licence granted under clause 2.

"Guideline" means the book - Sustainable Effluent-Irrigated Plantations: An

Australian Guideline.

"Software" means:

(1) the software specified in the Details; and

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(2)any modifications or developments of the software (including any new releases or new versions) that the Licensor supplies to the Licensee under this Agreement.

Each other term starting with a capital letter used in these Terms is defined in the Details.

2. LICENCE

2.1. The Licensor grants the Licensee a non-exclusive, non transferable licence to use the Software and the Guideline for the purposes specified in the Guideline.

2.2. The Licensee may not adapt, extend, develop or enhance the Software or any part of it without first obtaining the Licensor's written permission.

3. FEES

The Licensee must pay the Licensor the licence fee (included in the purchase price of the Guideline) within 30 days after receipt of the Licensor's invoice (which the Licensor may send at the same time it sends this Agreement for signing).

4. LICENSEE'S OBLIGATIONS

4.1. The Licensee must not:

(1)copy the Software (except to make reasonable copies in disk form bearing the same notices as the original and only for security and backup purposes);

(2)copy the Guideline;

(3)remove or tamper with any copyright notices on the Software;

(4)alter, modify, tamper with, reverse engineer or attempt to reverse engineer, decompile or disassemble the Software in any way;

(5)use the Software to develop other software;

(6)allow the Software to be combined with or incorporated into other software; or

(7)use or allow the software to be used in the Internet or any other public communications network.

4.2 The Licensee must:

(1)use the Software only in accordance with the Guideline;

(2)comply with all reasonable directions of the Licensor from time to time relating to use of the Software;

(3)establish and carry out reasonable back up procedures for the Software;

and

(4)ensure its personnel using the Software are properly trained in its use.

5. LICENSOR'S OBLIGATIONS

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The Licensor must supply the Software and Guideline to the Licensee as soon as practicable after it receives the licence fee. The Licensor will offer upgrades and new versions of the Software to the Licensee if they become available. A further fee will be payable for any upgrade.

6. CONFIDENTIALITY AND SECURITY

The Licensee agrees that it will not disclose any confidential information of the Licensor of which it becomes aware in performing its obligations under this Agreement.

7. INTELLECTUAL PROPERTY RIGHTS

The Licensee agrees that this Agreement does not transfer to the Licensee any Intellectual Property Rights in the Software or the Guideline.

8. EXCLUSION AND LIMITATION OF LIABILITY

8.1.The Licensee acknowledges that the Software was developed for research and prediction purposes and may have inherent errors, bugs or deficiencies.

8.2.The Trade Practices Act 1974 and corresponding legislation in other jurisdictions in certain circumstances imply mandatory conditions and warranties ('Consumer Warranties'). This clause does not exclude or limit the application of any Consumer Warranties or other warranties where to do so:

(1) would contravene the law of the relevant jurisdiction; or

(2) cause any part of this clause to be void.

8.3.The Licensor excludes all terms, conditions and warranties implied by custom, the general law or statute except any Consumer Warranties

8.4.The Licensor's liability to the Licensee for breach of any Consumer Warranty (other than a warranty as to title implied by the Trade Practices Act or equivalent in another jurisdiction) is limited, at the Licensor's option, to:

(1) replacing the Software or Guideline;

(2) paying the cost of replacing the Software or Guideline; or

(3) refunding the licence fee.

8.5.Subject to clauses 8.2. and 8.3., the Licensor excludes all liability for any indirect or consequential loss or damage (including but not limited to lost revenue, lost profits or loss of data) incurred or suffered by the Licensee arising directly or indirectly out of:

(1) the supply, delay in supplying or failure to supply the Software or the Guideline;

(2) use of the Software or the Guideline;

(3) any errors in the Software or Guideline;

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(4) infringement of IPR in the Software or Guideline;

(5)this Agreement; or

(6)termination of this Agreement.

9. INDEMNITY

The Licensee indemnifies the Licensor against all loss, damage, expense and

cost that the Licensor may sustain or incur arising directly or indirectly out of:

(1)any wilful, unlawful or negligent act or omission of the Licensee, its employees, agents or sub-contractors in connection with this Agreement; or

(2)the Licensee's use of the Software and/or the Guideline.

10.END OF THE AGREEMENT

10.1.This Agreement will continue for the Term unless ended earlier under clause 10.2 or 10.3.

10.2.The Licensor may end this Agreement at any time with immediate effect by giving written notice to the Licensee if:

(1) the Licensee breaches any term of this Agreement and does not rectify the breach within 7 days after receiving notice requiring it to do so; or

(2) the Licensee becomes insolvent or any step is taken to appoint a receiver, manager, liquidator or administrator to the Licensee.

10.3.The Licensee may end this Agreement at any time by giving written notice to the Licensor.

11. AFTER THE AGREEMENT ENDS

11.1.After the Agreement ends the Licensee must immediately:

(1) stop using the Software and Guideline;

(2) return to the Licensor or destroy all copies of the Software and the Guideline in its possession; and

(3) ensure that all of the Software has been deleted or permanently removed from the equipment on which it has been stored.

11.2.The end of the Agreement does not affect any accrued rights or remedies a party may have.

11.3.Clauses 6, 7, 8, 9 and 12 continue after termination of the Agreement.

12. DISPUTE RESOLUTION

12.1.The Parties intend to resolve disputes without starting arbitration or court proceedings. Accordingly, each Party will negotiate in good faith to resolve any dispute that arises out of this Agreement and will involve in those negotiations a senior officer who has not been involved with the Agreement.

12.2. Where the Parties have been unable for 60 days to resolve a dispute in

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made only with the consent of the members. The number of the members of the partnership is not limited.

The unlimited partnership can be disbanded either in case of insolvency or resignation of one of its members or by resolution of all participants. Unlimited partnerships are not subject to public report.

Limited Partnership. Коммандитное товарищество (товарищество с

ограниченной ответственностью).

The limited partnership is a contractual union of entrepreneurs participating only by way of contributions without taking direct part in the management (investors); and those who, apart from contributing, carry out direct management of the partnership and are fully liable by the partnership's obligations with their own property (full members).

It takes at least one full member and one investor to form a limited partnership. The limited partnership is to be registered just like any unlimited partnership.

The name of the partnership includes the names of one or two full members; the including of the name of the investor into the firm's name makes the investor equally and jointly liable by the partnership's obligations.

Master Limited Partnership. Акционерно-коммандитное товарище-

ство.

Master limited partnerships carry out business activities on the basis of a Charter and are to be registered. One or more full members and shareholders as investors make a partnership. Shares can either be sold to or distributed among the investors or quoted on the stock exchange. Full members run the partnership and are liable by the partnership's obligations. The shareholders run the risk of devaluation of their shares. A legal person can act as a full member. Thus a master limited partnership bears characteristics both of a limited partnership and a public limited company. The advantage of a master limited partnership is in getting additional income through an issue of securities and their subsequent sale on the securities' market. Dividends are tax exempt, so the investors are mainly attracted by a tax regime of master limited partnerships which pay only income tax.

Private Limited Company (англ.). Close Corporation (амер.).

Акционерная компания с ограниченной ответственностью. Закрытая

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акционерная компания. (Общество с ограниченной ответственностью

закрытого типа).

A private limited company has the word 'Limited' or the abbreviation 'Ltd' in its name. A private limited company should be registered under the Companies Act and act in compliance with its Charter. The company is a legal person fully liable by the company's obligations. The equity capital of the company is formed at the expense of deposits; the shareholders get a certificate of deposit which is not considered to be a security and as a rule can not be assigned to third persons without the consent of other shareholders of the company, that provides for the close character of the company. There are private limited companies with a single shareholder.

There is one more circumstance that limits the financial rights and hence production opportunities of the private limited companies: they are not allowed to issue debentures and announce public subscription for their shares.

Private limited companies keep statutory books which are not subject to public report. The number of members of the company is not large, usually consisting of close relatives or people knowing each other well, who united for business.

Public Limited Company (англ). Corporation (амер.). Открытая

акционерная компания. Корпорация. (Акционерное общество открытого

типа.

Public limited company is the main legal form of large firms. A public limited company is a union of investors called shareholders. It carries out business activities on the basis of the Articles of Association and is to be registered under the Companies Act. Any legal person or an individual can be a founder of the company. The shareholders are not liable by the company's obligations. The public limited company is the most stable kind of unification of capitals as the resignation of any of its investors does not involve the liquidation of the company. The investor has a right to sell his shares without consent of other shareholders.

The initial share capital is formed by way of selling shares. During that period the initial share capital is the only source of financing of its activities. The means obtained from the sale of shares are used for the purchase of plots of land, industrial premises and offices, equipment, basic commodities (raw materials) to launch manufacturing activities. Therefore the company receives an income and also can be financed by way of issuing debentures and securing bank loans.

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Thus a number of advantages make a public limited company the most effective means of concentration and centralisation of capital goods and capital. The shareholders can return their capital only by way of selling shares at the price currently quoted on the stock exchange.

The shareholders have property and personal rights. Property rights are realised in case of liquidation of a company and in case of getting dividends. Personal rights mean the right to vote; normally a share gives a right for one vote. The decisions are to be taken by a large majority, hence a person or a legal person holding the majority interest is the one who makes resolutions; Public limited companies' names must have the abbreviation ‘plc’ in their name.

Joint Stock Company. Акционерная компания. Акционерное обще-

ство.

A company having a permanent paid-up or nominal share capital of fixed amount divided into shares, also of fixed amount, or held and transferable as stock, or dividend and held partly in one way and partly in the other, and formed on the principle of having for its members the holders of those shares or that stock, and no other persons.

Joint Venture. Совместное предприятие.

A commercial undertaking entered into by two or more parties, often by setting up a separate joint-venture company in which all partners have shares, to enable resources and skills to be shared. Joint ventures are defined in a European Commission “notice of 31 December 1994 as “undertakings which are jointly controlled by two or more other undertakings”. In practice joint ventures encompass a broad range of operations, from merger-like operations to cooperation for particular functions, such as research and development, production, or distribution. A Commission notice of 23 December 1992 sets out how cooperative joint ventures are treated under the EU competition rules.

Public Enterprise (Government Enterprise, State Enterprise). Государ-

ственное предприятие.

A publicly-owned commercial or industrial organization that performs some essential service, such as transport, or produces some essential commodity, such as coal, that could be (and in the past often was) performed or produced by privatelyowned organizations.

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INCOTERMS

The most complex and important tool of International Trade is language. Small changes in wording can have a major impact on all the aspects of Business agreement. The International Chamber of Commerce (ICC) in Paris developed INCOTERMS (INternational COmmercial TERMS), a set of uniform rules for the interpretation of international commercial terms defining the costs, risks and obligations of buyers and sellers in international transactions. First published in 1936, these rules have been periodically revised to keep pace with the development of international trade. The current version is INCOTERMS 2010.

Among the best known INCOTERMS are the following:

Ex-Works (EXW) (…named place) ─ Франко-завод (…название места)

The seller (exporter) makes the goods available to the buyer (importer) at the seller's premises. The buyer is responsible for all transportation costs, duties, and insurance, and accepts risk of loss of goods immediately after the goods are purchased and placed outside the factory door. The Ex-Works price does not include the price of loading goods onto a truck or vessel, and no allowance is made for clearing customs. If FOB is the Customs valuation basis of the goods in the country of destination, the transportation and insurance costs from the seller's premises to the port of export must be added to the Ex-Works price.

Free Carrier (FCA) (…named place) ─ Франко-перевозчик (…название

места)

The seller (exporter) clears the goods for export and delivers them to the carrier and place specified by the buyer. If the place chosen is the seller’s place of business, the seller must load the goods onto the transport vehicle; otherwise, the buyer is responsible for loading the goods. Buyer assumes risk of loss from that point forward and must pay for all costs associated with transporting the goods to the final destination.

Free Alongside Ship (FAS) (…named port of shipment) ─ Свободно вдоль

борта судна (…название порта отгрузки)

The seller transports the goods from his place of business, clears the goods for export and places them alongside the vessel at the port of export, where the risk of loss shifts to the buyer. The buyer is responsible for loading the goods onto the

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